---
schema_version: "secwatch.filing_event.v1"
accession: "0001069258-26-000064"
form_type: "8-K"
ticker: "KTOS"
cik: "0001069258"
company_name: "KRATOS DEFENSE & SECURITY SOLUTIONS, INC."
filed_at: "2026-05-15T20:03:54+00:00"
generated_at: "2026-05-15T20:08:01.344086+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Kratos shareholders approve authorized share increase to 245M and 6.9M equity plan shares

## Summary
- Authorized common stock increased from 195M to 245M shares; approved with 161.5M for, 2.2M against.
- Amendment to 2023 Equity Incentive Plan to add 6.9M shares approved; 141.4M for, 2.3M against.
- All nine director nominees elected; Brad Boyd received highest support (143.5M for, 0.5M withheld).
- Deloitte & Touche ratified as auditor for FY ending Dec 27, 2026; 162.9M for, 0.9M against.
- Officer exculpation amendment and advisory say-on-pay both approved by substantial margins.

## SEC filing metadata
- accession: 0001069258-26-000064
- form_type: 8-K
- ticker: KTOS
- cik: 0001069258
- company_name: KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
- filed_at: 2026-05-15T20:03:54+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/ktos-20260515.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001069258-26-000064
- JSON: https://secwatch.observer/filing/0001069258-26-000064.json
- Plain text: https://secwatch.observer/filing/0001069258-26-000064.txt

## Key facts
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Election of Directors at the 2026-05-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to elect each of the individuals named below as directors to serve until the next annual meeting or until their successors are duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Ratify selection of Deloitte & Touche LLP as independent registered public accounting firm at the 2026-05-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Approve amendment to Certificate of Incorporation to provide for officer exculpation at the 2026-05-12 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to approve an amendment to the Company’s Certificate of Incorporation to provide for officer exculpation, as presented in the Company’s Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Advisory vote on compensation of named executive officers at the 2026-05-12 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as presented in the Company’s Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Approve amendment to Certificate of Incorporation to increase authorized shares of Common Stock from 195,000,000 to 245,000,000 at the 2026-05-12 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 195,000,000 to 245,000,000, as presented in the Company’s Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm
- Shareholder Votes
  KRATOS DEFENSE & SECURITY SOLUTIONS, INC. shareholders approved Approve amendment and restatement of 2023 Equity Incentive Plan to increase shares by 6,900,000 at the 2026-05-12 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-05-12
  source text: The stockholders considered a proposal to approve an amendment and restatement of the 2023 Equity Incentive Plan to increase the number of shares of Common Stock issuable under such plan by 6,900,000 shares, as presented in the Company’s Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1069258/000106925826000064/0001069258-26-000064-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.